Board Appointments Sample Clauses
The Board Appointments clause defines the process and criteria for selecting and appointing members to a company's board of directors. It typically outlines who has the authority to nominate or approve directors, the qualifications required, and the procedures for filling vacancies or removing board members. For example, it may specify that certain shareholders have the right to appoint a director or that appointments require a majority board vote. This clause ensures a clear and fair method for board composition, helping to prevent disputes and maintain effective corporate governance.
Board Appointments. (i) The Company agrees that the Board and all applicable committees of the Board shall take all necessary actions to nominate ▇▇▇▇▇ ▇. ▇▇▇▇▇▇ (the “New Independent Director”) as a Class III director for election to the Board at the 2021 Annual Meeting for a term expiring at the Company’s 2024 Annual Meeting of Shareholders and shall list the New Independent Director in the proxy statement and the proxy card prepared, filed and delivered in connection with the 2021 Annual Meeting. The Company further agrees that it shall recommend, support and solicit proxies for the election of the New Independent Director at the 2021 Annual Meeting in the same manner as it recommends, supports, and solicits proxies for the election of the Company’s other director nominees. The Company shall use its reasonable best efforts to hold the 2021 Annual Meeting no later than July 1, 2021.
(ii) Prior to the 2021 Annual Meeting, the Board, and all applicable committees of the Board shall take all necessary actions to accept the retirement of ▇▇▇▇ ▇. ▇▇▇▇▇▇ from the Board, and such retirement shall be effective at the 2021 Annual Meeting.
(iii) If the New Independent Director (or any Replacement Independent Director (as defined below)) is not elected as a director at the 2021 Annual Meeting, is unable or unwilling to serve as a director and ceases to be a director, resigns as a director, is removed as a director, or for any other reason fails to serve or is not serving as a director at any time prior to the expiration of the Standstill Period (as defined below), and at such time Starboard beneficially owns (as determined under Rule 13d-3 promulgated under the Exchange Act) in the aggregate at least the lesser of (x) 3.0% of the Company’s then-outstanding Common Stock and (y) 791,487 shares of Common Stock (subject to adjustment for stock splits, reclassifications, combinations and similar adjustments)(the “Minimum Ownership Threshold”), Starboard shall have the ability to recommend a person to be a Replacement Independent Director in accordance with this Section 1(a)(iii) (any such replacement nominee, when appointed to the Board, shall be referred to as a “Replacement Independent Director”). Any Replacement Independent Director must (A) be reasonably acceptable to the Board (such acceptance not to be unreasonably withheld), (B) qualify as “independent” pursuant to the rules and regulations of the Nasdaq Stock Market (“Nasdaq”), (C) have the relevant financial and business experienc...
Board Appointments. (i) The Company agrees that the Board and all applicable committees and subcommittees of the Board shall take all necessary actions, effective immediately following the execution of this Agreement, to (A) accept the resignations of all existing members of the Board, such resignations to take effect immediately prior to the appointment of the Agreed Appointees (as defined below) to the Board, other than ▇▇▇▇▇ ▇. ▇▇▇▇▇, ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇, Z. ▇▇▇▇▇ ▇▇▇▇▇, and ▇▇▇▇▇ ▇. ▇▇▇▇▇▇ (the “Continuing Directors”), and (B) nominate and appoint ▇▇▇▇▇▇▇ ‘▇▇▇▇▇’ ▇▇▇▇▇▇▇, ▇▇▇▇▇▇ ▇▇▇▇▇▇▇, ▇▇▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇▇▇▇▇▇▇▇▇ and ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇ (the “Agreed Appointees”) as directors of the Company. Until a Chairman or Executive Chairman of the Board is appointed in accordance with Section 1(b) below, ▇▇▇▇▇ ▇. ▇▇▇▇▇▇ shall remain Chairman of the Board.
(ii) Starboard shall also have the right, exercisable, in Starboard’s sole discretion, at any time following the execution of this Agreement, to recommend one (1) additional director (when appointed, the “Starboard Appointee”) for appointment to the Board. The Starboard Appointee (or any Starboard Replacement Director (as defined below)) must be an individual that is either (A) a partner or employee of Starboard or (B) another individual who (1) qualifies as “independent” pursuant to New York Stock Exchange (“NYSE”) listing standards (other than any standards that take into account ownership of any Common Stock or other securities of the Company), (2) has relevant financial and business experience to be a director of the Company, and (3) satisfies the Corporate Governance Guidelines and the Code of Legal and Ethical Conduct with respect to service on the Board (together, the “Board Criteria”). The Corporate Governance & Nominating Committee of the Board (the “Nominating Committee”) shall make its determination and recommendation (which it shall undertake reasonably and in good faith) regarding whether any candidate recommended as a Starboard Appointee (or any Starboard Replacement Director thereof) meets the Board Criteria within five (5) business days following written receipt of such recommendation from Starboard; provided that any Starboard Appointee candidate (or any Starboard Replacement Director candidate) who is a partner or employee of Starboard will be deemed to satisfy the Board Criteria and will be approved and appointed to the Board within (5) five business days of such recommendation from Starboard so long as such Starboard A...
Board Appointments. (i) In accordance with the Company’s Third Amended and Restated Certificate of Incorporation (the “Charter”), the Company’s Fifth Amended and Restated By-Laws (the “By-Laws”) and applicable law, the Company agrees that, immediately following the execution of this Agreement, the Board and all applicable committees of the Board shall take all necessary actions to (A) increase the size of the Board by three (3) directors to a total of thirteen (13) directors and (B) appoint R▇▇▇ ▇▇▇▇▇, A▇▇▇▇ (A▇▇▇) A▇▇▇▇ and J▇▇▇▇ (J▇▇) G▇▇▇▇ (each a “New Director” and collectively, the “New Directors”) as members of the Board, each with a term expiring at the Company’s 2021 annual meeting of stockholders (the “2021 Annual Meeting”). Effective upon the 2021 Annual Meeting, the size of the Board shall be reduced by four (4) directors to a total of nine (9) directors. The Company agrees that, provided that such director is able and willing to serve on the Board, it will nominate each of the New Directors, P▇▇▇ ▇▇▇▇▇, R▇▇▇▇▇▇▇ ▇▇▇▇-Aimé, G▇▇▇▇▇ ▇▇▇▇▇▇▇, W▇▇▇▇▇▇ ▇▇▇▇▇, C▇▇▇▇▇ ▇▇▇▇▇▇▇ and K▇▇▇ ▇▇▇▇ (the “2021 Director Slate”) for election at the 2021 Annual Meeting as a director and will recommend, support and solicit proxies for the election of each New Director at the 2021 Annual Meeting in the same manner as it recommends, supports and solicits proxies for the election of the Company’s other director nominees.
(ii) If any New Director (or any Replacement Director (as defined below)) is unable or unwilling to serve as a director and ceases to be a director, resigns as a director, is removed as a director or for any other reason fails to serve or is not serving as a director at any time prior to the expiration of the Standstill Period (as defined below), and at such time RC Ventures beneficially owns in the aggregate at least the lesser of (x) 4.0% of the Company’s then-outstanding Common Stock and (y) 2,789,878 shares of Common Stock (subject to adjustment for stock splits, reclassifications, combinations and similar adjustments), RC Ventures shall have the ability to recommend a person to be a Replacement Director in accordance with this Section 1(a)(ii) (any such replacement nominee, when appointed to the Board, shall be referred to as a “Replacement Director”). Any Replacement Director must (A) be reasonably acceptable to the Board (such acceptance not to be unreasonably withheld) in accordance with the Board’s internal procedures, the Charter and the By-Laws, (B) qualify as ...
Board Appointments. Effective upon the Closing Date, the Holdco Board Appointments shall be effected in accordance with Section 6.14.
Board Appointments. All action shall have been taken such that the board of directors of SPAC as of immediately following the Closing shall be constituted of the directors contemplated by Section 8.09.
Board Appointments. 4 3.4 Conversion of Shares of Series B Common Stock into Shares of Original Common Stock............................................5 3.5 Number of Authorized Shares of Series B Common Stock.............6
Board Appointments. The Commission is governed by the Board, which consists of representatives appointed by the nine Members in accordance with this section. More specifically, each Member to this Agreement must appoint one Commissioner and one Alternate Commissioner to the Board. Each Member’s governing body will determine the eligibility and qualifications of its representatives on the Board.
Board Appointments. The Board of Directors of the Company shall consist of a total of nine members, and all necessary action shall have been taken by the Parties and/or the Company to appoint two Persons designated by the Purchaser as two of the nine directors of the Company, such appointment to be effective as of the First Closing Date;
Board Appointments. The Company shall have nominated and approved the appointment to its Board of Directors of two persons designated by the Lender in its sole discretion, such appointments to be confirmed subsequently by the Company's shareholders at the next regularly scheduled shareholders' meeting.
Board Appointments. The Company agrees that immediately following the execution of this Agreement, the Board and all applicable committees of the Board shall take all necessary actions to (A) accept the resignations tendered by the current Class I members of the Board (as disclosed in the Company’s proxy statement with respect to its 2020 annual meeting of shareholders) as directors of the Company, who the Company hereby represents have submitted, or shall no later than the date hereof submit, letters of resignation to the Board that will become effective immediately prior to the appointment of the New Directors (as defined below) to the Board and (B) appoint ▇▇▇▇▇ ▇▇▇▇▇▇▇▇ and ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇ (each a “New Director” and collectively, the “New Directors”) as Class I members of the Board, each with a term expiring at the 2021 Annual Meeting. The Company agrees that it will nominate the New Directors for election at the 2021 Annual Meeting as directors and will recommend, support and solicit proxies for the election of the New Directors at the 2021 Annual Meeting in the same manner as it traditionally recommends, supports and solicits proxies for the election of the Company’s other director nominees.